UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MGM RESORTS INTERNATIONAL
(Exact name of registrant as specified in its charter)
Delaware | 88-0215232 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
3600 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 693-7120
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
See Table of Additional Registrants Below
John M. McManus, Esq.
Executive Vice President, General Counsel and Secretary
MGM Resorts International
3600 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 693-7120
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Rod Miller, Esq.
Milbank, Tweed, Hadley & McCloy LLP
28 Liberty Street
New York, New York 10005
(212) 530-5000
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | x | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
CALCULATION OF REGISTRATION FEE
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Title Of Each Class of Securities To Be Registered | Amount To Be Registered | Proposed Maximum Offering Price per Unit | Amount Of Registration Fee | |||
Guarantees of Debt Securities(1) | (2) | (2) | (1)(2) | |||
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(1) | Guarantees of Debt Securities may be issued by those direct and indirect subsidiaries of MGM Resorts International listed on the following page under the caption “Table of Additional Registrants.” Pursuant to Rule 457(n), no separate registration fee is payable in respect of the registration of the guarantees. |
(2) | An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be offered hereunder at indeterminate prices. Securities registered hereunder may be issued in primary offerings or upon exercise, conversion or exchange of other securities registered hereunder. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are represented by depositary shares. In accordance with Rules 456 (b) and 457(r) under the Securities Act of 1933, the registrant is deferring payment of the entire registration fee. |
TABLE OF ADDITIONAL REGISTRANTS
Exact Name of Registrant as Specified in Its Charter* | State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Number | ||
350 Leasing Company I, LLC | Nevada | 26-0257649 | ||
350 Leasing Company II, LLC | Nevada | 26-0881385 | ||
450 Leasing Company I, LLC | Nevada | 80-0562797 | ||
550 Leasing Company I, LLC | Nevada | 88-0121916 | ||
550 Leasing Company II, LLC | Nevada | 27-2301518 | ||
AC Holding Corp. | Nevada | 88-0220212 | ||
AC Holding Corp. II | Nevada | 88-0220229 | ||
Arena Land Holdings, LLC | Nevada | 80-0935801 | ||
Aria Resort & Casino, LLC | Nevada | 20-5396350 | ||
Beau Rivage Resorts, LLC | Mississippi | 81-1177162 | ||
Bellagio, LLC, dba Bellagio | Nevada | 94-3373852 | ||
Circus Circus Casinos, Inc., dba Circus Circus Hotel and Casino-Las Vegas Circus Circus Hotel and Casino-Reno and Slots-A-Fun Casino | Nevada | 88-0191825 | ||
CityCenter Facilities Management, LLC | Nevada | 27-3246985 | ||
CityCenter Realty Corporation | Nevada | 20-5106648 | ||
Destron, Inc. | Nevada | 88-0234293 | ||
Diamond Gold, Inc. | Nevada | 88-0242688 | ||
Galleon, Inc. | Nevada | 88-0307225 | ||
Gold Strike L.V. | Nevada | 88-0343891 | ||
Grand Garden Arena Management, LLC | Nevada | 47-1783973 | ||
Grand Laundry, Inc. | Nevada | 88-0298834 | ||
Las Vegas Arena Management, LLC | Nevada | 47-1343574 | ||
LV Concrete Corp. | Nevada | 88-0337406 | ||
MAC, Corp. | New Jersey | 22-3424950 | ||
Mandalay Corp., dba Mandalay Bay Resort and Casino and The Hotel | Nevada | 88-0384693 | ||
Mandalay Employment, LLC | Nevada | 26-2196014 | ||
Mandalay Place, LLC | Nevada | 88-0383769 | ||
Mandalay Resort Group | Nevada | 88-0121916 | ||
Marina District Development Company, LLC, dba The Borgata Hotel Casino & Spa | New Jersey | 22-3598642 | ||
Marina District Development Holding Co., LLC | New Jersey | 22-3767831 | ||
Metropolitan Marketing, LLC | Nevada | 22-3756320 | ||
MGM CC, LLC | Nevada | 47-5658144 | ||
MGM Elgin Sub, Inc. | Nevada | 47-5678462 | ||
MGM Grand Condominiums, LLC | Nevada | 55-0806676 | ||
MGM Grand Condominiums II, LLC | Nevada | 20-2116101 | ||
MGM Grand Condominiums III, LLC | Nevada | 05-0627790 | ||
MGM Grand Detroit, Inc. | Delaware | 91-1829051 | ||
MGM Grand Hotel, LLC, dba MGM Grand Hotel & Casino | Nevada | 94-3373856 | ||
MGM Hospitality, LLC | Nevada | 20-8588249 | ||
MGM International, LLC | Nevada | 20-5581298 | ||
MGM Lessee, LLC | Delaware | 81-1191134 | ||
MGM Resorts Advertising, Inc. | Nevada | 88-0162200 | ||
MGM Resorts Aircraft Holdings, LLC | Nevada | 11-3739807 | ||
MGM Resorts Arena Holdings, LLC | Nevada | 80-0934685 | ||
MGM Resorts Aviation Corp. | Nevada | 88-0173596 | ||
MGM Resorts Corporate Services | Nevada | 88-0225681 | ||
MGM Resorts Development, LLC | Nevada | 88-0368826 | ||
MGM Resorts Festival Grounds, LLC | Nevada | 90-0989374 | ||
MGM Resorts Festival Grounds II, LLC | Nevada | 46-5544886 |
Exact Name of Registrant as Specified in Its Charter* | State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Number | ||
MGM Resorts Interactive, LLC | Nevada | 45-3690532 | ||
MGM Resorts International Design | Nevada | 88-0406202 | ||
MGM Resorts International Global Gaming Development, LLC | Nevada | 26-3463682 | ||
MGM Resorts International Marketing, Inc. | Nevada | 86-0868640 | ||
MGM Resorts International Operations, Inc. | Nevada | 88-0471660 | ||
MGM Resorts Land Holdings, LLC | Nevada | 51-0649237 | ||
MGM Resorts Macao, LLC | Nevada | 88-0512367 | ||
MGM Resorts Management and Technical Services, LLC | Nevada | 20-4986873 | ||
MGM Resorts Manufacturing Corp. | Nevada | 88-0195439 | ||
MGM Resorts Mississippi, Inc., dba Gold Strike Casino Resort | Mississippi | 64-0831942 | ||
MGM Resorts Regional Operations, LLC | Nevada | 47-1729937 | ||
MGM Resorts Retail | Nevada | 88-0385232 | ||
MGM Resorts Sub 1, LLC | Nevada | 47-1743577 | ||
MGM Resorts Sub 2, LLC | Nevada | 47-1756597 | ||
MGM Resorts Sub 3, LLC | Nevada | 47-1777621 | ||
MGM Resorts Venue Management, LLC | Nevada | 47-1795517 | ||
MGM Springfield, LLC | Massachusetts | 45-4315066 | ||
MH, Inc., dba Shadow Creek | Nevada | 88-0245162 | ||
M.I.R. Travel | Nevada | 88-0276369 | ||
Mirage Laundry Services Corp. | Nevada | 88-0287118 | ||
Mirage Resorts, Incorporated | Nevada | 88-0058016 | ||
MMNY Land Company, Inc. | New York | 33-1043606 | ||
MRGS, LLC | Nevada | 88-0321295 | ||
M.S.E. Investments, Incorporated | Nevada | 88-0142077 | ||
Nevada Landing Partnership | Illinois | 88-0311065 | ||
New Castle Corp., dba Excalibur Hotel and Casino | Nevada | 88-0239831 | ||
New York-New York Hotel & Casino, LLC, dba New York-New York Hotel & Casino | Nevada | 88-0329896 | ||
New York-New York Tower, LLC | Nevada | 84-1646058 | ||
OE Pub, LLC | Nevada | 27-1940613 | ||
Park District Holdings, LLC | Nevada | 80-0938347 | ||
PRMA, LLC | Nevada | 88-0430017 | ||
PRMA Land Development Company, dba Primm Valley Golf Club | Nevada | 88-0325842 | ||
Project CC, LLC | Nevada | 84-1669056 | ||
Ramparts, Inc., dba Luxor Hotel and Casino | Nevada | 88-0237030 | ||
Signature Tower I, LLC | Nevada | 20-5382807 | ||
Signature Tower 2, LLC | Nevada | 26-3300673 | ||
Signature Tower 3, LLC | Nevada | 26-3300756 | ||
The Crystals at CityCenter Management, LLC | Nevada | 74-3242574 | ||
The Mirage Casino-Hotel, LLC | Nevada | 81-1191306 | ||
The Signature Condominiums, LLC | Nevada | 33-1129331 | ||
Tower B, LLC | Nevada | 42-1747200 | ||
Tower C, LLC | Nevada | 42-1747202 | ||
Vdara Condo Hotel, LLC | Nevada | 20-8277206 | ||
Vendido, LLC | Nevada | 45-4205677 | ||
Victoria Partners, dba Monte Carlo Resort and Casino | Nevada | 88-0346764 | ||
VidiAd | Nevada | 88-0428375 | ||
Vintage Land Holdings, LLC | Nevada | 20-8920761 | ||
Vintage Land Holdings II, LLC | Nevada | 26-0181763 |
* | Each additional registrant is a direct or indirect subsidiary of MGM Resorts International. The address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices is c/o MGM Resorts International, 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109, telephone (702) 693-7120. The name, address, and telephone number of the agent for service for each additional registrant is John M. McManus, Executive Vice President, General Counsel and Secretary, MGM Resorts International, 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109, telephone (702) 693-7120. |
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-202427) of MGM Resorts International (the “Company”) and its subsidiary guarantor registrants (the “Registration Statement”) is being filed for the purposes of (i) adding MGM CC, LLC, MGM Elgin Sub, Inc., MGM Lessee, LLC, Marina District Development Company, LLC, dba The Borgata Hotel Casino & Spa, and Marina District Development Holding Co., LLC, subsidiaries of the Company, as co-registrants that are, or may potentially be, guarantors of some or all of the debt securities with respect to which offers and sales are registered under the Registration Statement and (ii) updating the corporate form of Mandalay Place, LLC, Beau Rivage Resorts, LLC and The Mirage Casino-Hotel, LLC. No changes or additions are being made hereby to the base prospectus that already forms a part of the Registration Statement. Accordingly, such base prospectus is being omitted from this filing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table is an itemization of the fees and expenses incurred or expected to be incurred in connection with the issuance and distribution of the securities being registered. The Registrant will bear all expenses of the offering of the securities registered hereby and all but the SEC registration fees are estimates and remain subject to future contingencies.
Securities and Exchange Commission Fee | $ | * | ||
Printing and Engraving Expenses | $ | ** | ||
Legal Fees and Expenses | $ | ** | ||
Accounting Fees and Expenses | $ | ** | ||
Trustee Fees and Expenses | $ | ** | ||
Miscellaneous | $ | ** | ||
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Total | $ | ** | ||
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* | In accordance with Rule 456(b) and as set forth in footnote (1) to the “Calculation of Registration Fee” table on the front cover page of this registration statement, we are deferring payment of the registration fee for the securities offered by this prospectus. |
** | These fees are calculated based on the securities offered and the number of issuances. Therefore, these fees cannot be estimated at this time. |
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers, as well as other employees and individuals, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of such corporation. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any certificate of incorporation, bylaws, agreement, vote of stockholders or disinterested directors or otherwise.
Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability: (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for payments of unlawful dividends or unlawful stock repurchases, redemptions or other distributions or (iv) for any transactions from which the director derived an improper personal benefit.
The amended and restated certificate of incorporation of MGM Resorts International provides MGM Resorts International will indemnify its directors and officers to the fullest extent permitted by law and that no director shall be liable for monetary damages to MGM Resorts International or its stockholders for any breach of fiduciary duty, except to the extent provided by applicable law. Article II, Section 12 of the Bylaws of MGM Resorts International provides for indemnification of persons to the extent permitted by the Delaware General Corporation Law.
The law of the state of incorporation and/or the provisions of the certificates of incorporation, the bylaws, the limited liability company agreements or the general partnership agreements, as applicable, of all of the subsidiaries listed in the “Table of Additional Registrants” included in the Registration Statement, provide for the limitation of liability and indemnification of officers, directors, managers and persons performing similar functions, as applicable, of the subsidiaries similar to those described above.
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MGM Resorts International maintains standard policies of directors’ and officers’ liability insurance. MGM Resorts International also has entered into indemnification agreements with its directors and officers. Subject to certain limited exceptions, under these agreements MGM Resorts International will be obligated, to the fullest extent not prohibited by the DGCL, to indemnify such directors and officers against all expenses, judgments, fines and penalties incurred in connection with the defense or settlement of any actions brought against them by reason of the fact they were directors and officers of MGM Resorts International.
Item 16. Exhibits.
Exhibit Number | Description of Exhibit | |
1.1 | Form of Underwriting Agreement* | |
4.1 | Amended and Restated Certificate of Incorporation of MGM Resorts International, dated June 14, 2011 (incorporated by reference to Exhibit 3.1 to MGM Resorts International’s Quarterly Report on Form 10-Q filed on August 9, 2011) | |
4.2 | Amended and Restated Bylaws of MGM Resorts International, effective January 13, 2016 (incorporated by reference to Exhibit 3.1 to MGM Resorts International’s Current Report on Form 8-K filed on January 15, 2016) | |
4.3 | Form of Indenture for the Debt Securities (previously filed) | |
4.4 | Form of Debt Security* | |
4.5 | Form of Guarantee* | |
4.6 | Form of Warrant Agreement* | |
4.7 | Form of Warrant* | |
4.8 | Form of Rights Agreement* | |
4.9 | Form of Stock Purchase Agreement* | |
4.10 | Form of Unit Agreement* | |
5.1 | Opinion of Milbank, Tweed, Hadley and McCloy LLP (previously filed) | |
12.1 | Computation of Ratio of Earnings to Fixed Charges (previously filed) | |
23.1 | Consent of Deloitte & Touche LLP** | |
23.2 | Consent of Milbank, Tweed, Hadley and McCloy LLP (previously filed) | |
24.1 | Power of Attorney (included in signature page to the Registration Statement on Form S-3, Registration No. 333-202427, filed March 2, 2015) (previously filed) | |
24.2 | Power of Attorney (included in the signature pages hereto) | |
24.3 | Power of Attorney** | |
25.1 | Statement of Eligibility on Form T-1 of U.S. Bank National Association, to act as trustee under the Indenture (previously filed) |
* | To be filed by amendment or as an exhibit to a document filed by MGM Resorts International under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference. |
** | Filed herewith. |
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Item 17. Undertakings.
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(i), (a)(ii) and (a)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
2. That, for the purpose of determining liability under the Securities Act to any purchaser:
(a) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(b) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; and
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3. The undersigned Registrant hereby undertakes that, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(a) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(b) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
(c) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the Registrant; and
(d) Any other communication that is an offer in the offering made by the Registrant to the purchaser.
4. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
5. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
6. To supplement the prospectus, after the expiration of any warrant or right subscription period, to set forth the results of any warrant or right subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.
7. The undersigned Registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under section 305(b)2 of the Act.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Resorts International certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MGM RESORTS INTERNATIONAL | ||
By: | * | |
James J. Murren | ||
Chairman of the Board and | ||
Chief Executive Officer | ||
(Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||
* James J. Murren | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | |||
* | Chief Customer Development Officer and Director | |||
Robert H. Baldwin | ||||
* Daniel J. D’Arrigo | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||
* Robert C. Selwood | Executive Vice President and Chief Accounting Officer (Principal Accounting Officer) | |||
* | Director | |||
William A. Bible | ||||
* | Director | |||
Alexis M. Herman | ||||
* | Director | |||
Roland Hernandez | ||||
* | Director | |||
William Grounds |
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* | Director | |||||
Anthony Mandekic | ||||||
* | Director | |||||
Rose McKinney-James | ||||||
* | Director | |||||
Daniel J. Taylor | ||||||
* | Director | |||||
Greg Spierkel | ||||||
* | Director | |||||
Mary Chris Gay | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
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Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
AC HOLDING CORP. AC HOLDING CORP II DIAMOND GOLD, INC. LV CONCRETE CORP. MANDALAY RESORT GROUP | ||
MGM RESORTS CORPORATE SERVICES MGM RESORTS MANUFACTURING CORP. MH, INC. | ||
M.I.R. TRAVEL MIRAGE LAUNDRY SERVICES CORP. MMNY LAND COMPANY, INC. M.S.E. INVESTMENTS, INCORPORATED PRMA LAND DEVELOPMENT COMPANY | ||
By: | * | |
Daniel J. D’Arrigo | ||
Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | ||||||
James J. Murren | President and Director (Principal Executive Officer) | |||||
* | Executive Vice President of Finance | |||||
Daniel J. D’Arrigo | (Principal Financial Officer and Principal Accounting Officer) | |||||
* | ||||||
William J. Hornbuckle | Director | |||||
* | ||||||
Corey Sanders | Director | |||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
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Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Grand Detroit, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MGM GRAND DETROIT, INC. | ||
By: | * | |
Daniel J. D’Arrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | ||||||
James J. Murren | Chief Executive Officer and Director (Principal Executive Officer) | |||||
* Daniel J. D’Arrigo | Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) | |||||
* | Director | |||||
Corey Sanders | ||||||
* | Director | |||||
Anton Nikodemus | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
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Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Resorts Aviation Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MGM RESORTS AVIATION CORP. | ||
By: | * | |
Daniel J. D’Arrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
/s/ Robert H. Baldwin | ||||||
Robert H. Baldwin | President and Chief Operating Officer (Principal Executive Officer) | |||||
* | Executive Vice President of Finance | |||||
Daniel J. D’Arrigo | (Principal Financial Officer and Principal Accounting Officer) | |||||
* | ||||||
Corey Sanders | Director | |||||
* | ||||||
James J. Murren | Director | |||||
* | ||||||
William J. Hornbuckle | Director | |||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-9
Pursuant to the requirements of the Securities Act of 1933, as amended, Circus Circus Casinos, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
CIRCUS CIRCUS CASINOS, INC. | ||
By: | * | |
Eric Wolfman | ||
Vice President and Chief Financial Officer | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 4 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
/s/ Corey Sanders | President and Chief Operating Officer and | |||||
Corey Sanders | Director | |||||
(Principal Executive Officer) | ||||||
Vice President and | ||||||
* | Chief Financial Officer (Principal | |||||
Eric Wolfman | Financial Officer and Principal | |||||
Accounting Officer) | ||||||
* | ||||||
William J. Hornbuckle | Director | |||||
* | ||||||
James J. Murren | Director | |||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-10
Pursuant to the requirements of the Securities Act of 1933, as amended, CityCenter Realty Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
CITYCENTER REALTY CORPORATION | ||
By: | * | |
Daniel J. D’Arrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | President | |||||
Robert H. Baldwin | (Principal Executive Officer) | |||||
* | Executive Vice President of Finance | |||||
Daniel J. D’Arrigo | (Principal Financial Officer and Principal | |||||
Accounting Officer) | ||||||
* | ||||||
William J. Hornbuckle | Director | |||||
* | ||||||
Corey Sanders | Director | |||||
* | ||||||
James J. Murren | Director | |||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-11
Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
DESTRON, INC. | ||
MGM RESORTS INTERNATIONAL MARKETING, INC. | ||
By: | * | |
Daniel J. D’Arrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | President and Chief Operating Officer | |||||
Albert Faccinto, Jr. | (Principal Executive Officer) | |||||
* | Executive Vice President of Finance | |||||
Daniel J. D’Arrigo | (Principal Financial Officer and Principal Accounting Officer) | |||||
* | Director | |||||
William J. Hornbuckle | ||||||
* | ||||||
Corey Sanders | Director | |||||
* | ||||||
James J. Murren | Director | |||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-12
Pursuant to the requirements of the Securities Act of 1933, as amended, Galleon, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
GALLEON, INC. | ||
By: | * | |
Daniel J. D’Arrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | President and Director | |||||
Corey Sanders | (Principal Executive Officer) | |||||
* | Executive Vice President of Finance (Principal Financial Officer and | |||||
Daniel J. D’Arrigo | Principal Accounting Officer) | |||||
* | Director | |||||
William J. Hornbuckle | ||||||
* | Director | |||||
John M. McManus | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-13
Pursuant to the requirements of the Securities Act of 1933, as amended, Grand Laundry, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
GRAND LAUNDRY, INC. | ||
By: | * | |
Daniel J. D’Arrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | President | |||||
Scott Sibella | (Principal Executive Officer) | |||||
* | Executive Vice President of Finance | |||||
Daniel J. D’Arrigo | (Principal Financial Officer and Principal Accounting Officer) | |||||
* | Director | |||||
William J. Hornbuckle | ||||||
* | Director | |||||
Corey Sanders | ||||||
* | Director | |||||
James J. Murren | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-14
Pursuant to the requirements of the Securities Act of 1933, as amended, Mandalay Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MANDALAY CORP. | ||
By: | * | |
Doug Sandoval | ||
Senior Vice President and | ||
Chief Financial Officer | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | President and Chief Operating Officer | |||||
Chuck Bowling | (Principal Executive Officer) | |||||
Senior Vice President | ||||||
* | and Chief Financial Officer | |||||
Doug Sandoval | (Principal Financial Officer and | |||||
Principal Accounting Officer) | ||||||
* | Director | |||||
William J. Hornbuckle | ||||||
* | Director | |||||
Corey Sanders | ||||||
* | Director | |||||
James J. Murren | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-15
Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MGM RESORTS ADVERTISING, INC. VIDIAD | ||
By: | * | |
Daniel J. D’Arrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | President and Director | |||||
William J. Hornbuckle | (Principal Executive Officer) | |||||
* | Executive Vice President of Finance | |||||
Daniel J. D’Arrigo | (Principal Financial Officer and Principal Accounting Officer) | |||||
* | Director | |||||
Corey Sanders | ||||||
* | Director | |||||
James J. Murren | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-16
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Resorts International Design certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MGM RESORTS INTERNATIONAL DESIGN | ||
By: | * | |
Blair Stanert | ||
Vice President and | ||
Chief Financial Officer | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
/s/ William J. Hornbuckle | President and Chief Operating Officer and | |||||
William J. Hornbuckle | Director | |||||
(Principal Executive Officer) | ||||||
* | Vice President and Chief Financial Officer | |||||
Blair Stanert | (Principal Financial Officer and Principal | |||||
Accounting Officer) | ||||||
* | Director | |||||
Corey Sanders | ||||||
* | Director | |||||
James J. Murren | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-17
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Resorts International Operations, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MGM RESORTS INTERNATIONAL OPERATIONS, INC. | ||
By: | * | |
Daniel J. D’Arrigo | ||
Executive Vice President of Finance and Chief | ||
Financial Officer | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | President and Director | |||||
William J. Hornbuckle | (Principal Executive Officer) | |||||
* | Executive Vice President of Finance and Chief Financial Officer | |||||
Daniel J. D’Arrigo | (Principal Financial Officer and Principal Accounting Officer) | |||||
* | Director | |||||
Corey Sanders | ||||||
* | Director | |||||
James J. Murren | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-18
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Resorts Retail certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MGM RESORTS RETAIL | ||
By: | * | |
Daniel J. D’Arrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | President, Chief Operating Officer and | |||||
Corey Sanders | Director (Principal Executive Officer) | |||||
* | Executive Vice President of Finance (Principal Financial Officer and | |||||
Daniel J. D’Arrigo | Principal Accounting Officer) | |||||
* | Director | |||||
William J. Hornbuckle | ||||||
* | Director | |||||
James J. Murren | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-19
Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
NEW CASTLE CORP. | ||
RAMPARTS, INC. | ||
By: | /s/ Corey Sanders | |
Corey Sanders | ||
President and Chief Operating Officer and Director | ||
(Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
/s/ Corey Sanders | President and Chief Operating Officer and Director | |||||
Corey Sanders | (Principal Executive Officer) | |||||
Vice President and Chief Financial Officer | ||||||
of Ramparts, Inc. | ||||||
* | (Principal Financial Officer and | |||||
Peter LaVoie | Principal Accounting Officer) | |||||
Vice President and Chief Financial Officer | ||||||
of New Castle Corp. | ||||||
* | (Principal Financial Officer and | |||||
Sheri Cherubino | Principal Accounting Officer) | |||||
* | Director | |||||
William J. Hornbuckle | ||||||
* | Director | |||||
James J. Murren | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-20
Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
550 LEASING COMPANY I, LLC | ||
MANDALAY EMPLOYMENT, LLC | ||
By: | Mandalay Resort Group | |
Its: | Member | |
By: | * | |
Daniel J. D’Arrigo | ||
Executive Vice President of Finance of | ||
Mandalay Resort Group | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | President and Director of Mandalay Resort Group | |||||
James J. Murren | (Principal Executive Officer) | |||||
* | Executive Vice President of Finance of Mandalay Resort Group | |||||
Daniel J. D’Arrigo | (Principal Financial Officer and | |||||
Principal Accounting Officer) | ||||||
* | Director of Mandalay Resort Group | |||||
William J. Hornbuckle | ||||||
* | Director of Mandalay Resort Group | |||||
Corey Sanders | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-21
Pursuant to the requirements of the Securities Act of 1933, as amended, Nevada Landing Partnership certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
NEVADA LANDING PARTNERSHIP | ||
By: | M.S.E. Investments, Incorporated | |
Its: | General Partner | |
By: | Diamond Gold, Inc. | |
Its: | General Partner | |
By: | * | |
Daniel J. D’Arrigo | ||
Executive Vice President of Finance of each General | ||
Partner of Nevada Landing Partnership | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | President and Director of each General Partner of Nevada Landing Partnership | |||||
James J. Murren | (Principal Executive Officer) | |||||
Executive Vice President of Finance of each | ||||||
General Partner of Nevada Landing Partnership | ||||||
* | (Principal Financial Officer and | |||||
Daniel J. D’Arrigo | Principal Accounting Officer) | |||||
* | Director of each General Partner of | |||||
William J. Hornbuckle | Nevada Landing Partnership | |||||
* | Director of each General Partner of | |||||
Corey Sanders | Nevada Landing Partnership | |||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-22
Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
METROPOLITAN MARKETING, LLC | ||
MGM RESORTS LAND HOLDINGS, LLC | ||
PRMA, LLC | ||
VINTAGE LAND HOLDINGS, LLC | ||
VINTAGE LAND HOLDINGS II, LLC | ||
By: | * | |
Daniel J. D’Arrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | President and Manager (Principal Executive Officer) | |||||
James J. Murren | ||||||
* | Executive Vice President of Finance (Principal Financial Officer and Principal | |||||
Daniel J. D’Arrigo | Accounting Officer) | |||||
* | Manager | |||||
Corey Sanders | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-23
Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
350 LEASING COMPANY I, LLC | ||
350 LEASING COMPANY II, LLC | ||
450 LEASING COMPANY I, LLC | ||
550 LEASING COMPANY II, LLC | ||
MGM RESORTS AIRCRAFT HOLDINGS, LLC | ||
By: | * | |
Daniel J. D’Arrigo | ||
Executive Vice President of Finance (Principal | ||
Financial Officer and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
/s/ Robert H. Baldwin | President and Chief Operating Officer (Principal Executive Officer) | |||||
Robert H. Baldwin | ||||||
* | Executive Vice President of Finance (Principal Financial Officer and Principal | |||||
Daniel J. D’Arrigo | Accounting Officer) | |||||
* | Manager | |||||
Corey Sanders | ||||||
* | Manager | |||||
James J. Murren | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-24
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Resorts Interactive, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MGM RESORTS INTERACTIVE, LLC | ||
By: | * | |
Daniel J. D’Arrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | President and Chief Operating Officer (Principal Executive Officer) | |||||
Tom Mikulich | ||||||
* | Executive Vice President of Finance (Principal Financial Officer and Principal | |||||
Daniel J. D’Arrigo | Accounting Officer) | |||||
* | Manager | |||||
Corey Sanders | ||||||
* | Manager | |||||
James J. Murren | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-25
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Resorts International Global Gaming Development, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MGM RESORTS INTERNATIONAL GLOBAL GAMING DEVELOPMENT, LLC | ||
By: | * | |
James J. Murren | ||
Chief Executive Officer and Manager | ||
(Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | Chief Executive Officer and Manager | |||||
James J. Murren | (Principal Executive Officer) | |||||
* | Executive Vice President of Finance | |||||
Daniel J. D’Arrigo | (Principal Financial Officer and Principal Accounting Officer) | |||||
* | Manager | |||||
Corey Sanders | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-26
Pursuant to the requirements of the Securities Act of 1933, as amended, Aria Resort & Casino, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
ARIA RESORT & CASINO, LLC | ||
By: | /s/ Carlos Castro | |
Carlos Castro | ||
Senior Vice President and Chief Financial Officer | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | President and Chief Operating Officer (Principal Executive Officer) | |||||
Robert H. Baldwin | ||||||
/s/ Carlos Castro | Senior Vice President and Chief Financial Officer (Principal | |||||
Carlos Castro | Financial Officer and Principal Accounting Officer) | |||||
* | Manager | |||||
Corey Sanders | ||||||
* | Manager | |||||
James J. Murren | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-27
Pursuant to the requirements of the Securities Act of 1933, as amended, MRGS, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MRGS, LLC | ||
By: | * | |
David Tsai | ||
Senior Vice President—Chief Financial Officer | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
/s/ Corey Sanders | President and Chief Operating Officer and | |||||
Corey Sanders | Manager (Principal Executive Officer) | |||||
* | Senior Vice President—Chief Financial | |||||
David Tsai | Officer (Principal Financial Officer and Principal Accounting Officer) | |||||
* | Manager | |||||
James J. Murren | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-28
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Resorts Mississippi, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MGM RESORTS MISSISSIPPI, INC. | ||
By: | /s/ Anton Nikodemus | |
Anton Nikodemus | ||
President and Director | ||
(Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
/s/ Anton Nikodemus | President and Director | |||||
Anton Nikodemus | (Principal Executive Officer) | |||||
/s/ Kent Hanan | Vice President and Chief Financial Officer (Principal Financial Officer and Principal | |||||
Kent Hanan | Accounting Officer) | |||||
* | Director | |||||
Corey Sanders | ||||||
* | Director | |||||
James J. Murren | ||||||
* | Director | |||||
William J. Hornbuckle | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-29
Pursuant to the requirements of the Securities Act of 1933, as amended, Bellagio, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
BELLAGIO, LLC | ||
By: | /s/ Edgar Domingo | |
Edgar Domingo | ||
Senior Vice President and Chief Financial Officer | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | President and Chief Operating Officer | |||||
Randy Morton | (Principal Executive Officer) | |||||
/s/ Edgar Domingo | Senior Vice President and Chief Financial | |||||
Edgar Domingo | Officer (Principal Financial Officer and Principal Accounting Officer) | |||||
* | Manager | |||||
Corey Sanders | ||||||
* | Manager | |||||
James J. Murren | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-30
Pursuant to the requirements of the Securities Act of 1933, as amended, CityCenter Facilities Management, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
CITYCENTER FACILITIES MANAGEMENT, LLC | ||
By: | * | |
Robert H. Baldwin | ||
President | ||
(Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | President | |||||
Robert H. Baldwin | (Principal Executive Officer) | |||||
* | Executive Vice President of Finance | |||||
Daniel J. D’Arrigo | (Principal Financial Officer and Principal Accounting Officer) | |||||
* | Manager | |||||
Corey Sanders | ||||||
* | Manager | |||||
James J. Murren | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-31
Pursuant to the requirements of the Securities Act of 1933, as amended MGM Resorts Development, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MGM RESORTS DEVELOPMENT, LLC | ||
By: | * | |
Daniel J. D’Arrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | President and Chief Operating Officer | |||||
Kenneth A. Rosevear | (Principal Executive Officer) | |||||
* | Executive Vice President of Finance | |||||
Daniel J. D’Arrigo | (Principal Financial Officer and Principal Accounting Officer) | |||||
* | Manager | |||||
Corey Sanders | ||||||
* | Manager | |||||
James J. Murren | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-32
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Springfield, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MGM SPRINGFIELD, LLC | ||
By: | * | |
Daniel J. D’Arrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | President and Chief Operating Officer | |||||
William J. Hornbuckle | (Principal Executive Officer) | |||||
* | Executive Vice President of Finance | |||||
Daniel J. D’Arrigo | (Principal Financial Officer and Principal Accounting Officer) | |||||
* | Manager | |||||
Corey Sanders | ||||||
* | Manager | |||||
James J. Murren | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-33
Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MGM GRAND CONDOMINIUMS, LLC | ||
MGM GRAND CONDOMINIUMS II, LLC | ||
MGM GRAND CONDOMINIUMS III, LLC | ||
By: | * | |
Daniel J. D’Arrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||
/s/ Scott Sibella | President and Manager | |||
Scott Sibella | (Principal Executive Officer) | |||
* | Executive Vice President of Finance | |||
Daniel J. D’Arrigo | (Principal Financial Officer and Principal Accounting Officer) | |||
* | Manager | |||
Corey Sanders |
*By: | /s/ Andrew Hagopian III | |
Andrew Hagopian III | ||
Attorney-in-fact |
II-34
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Grand Hotel, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MGM GRAND HOTEL, LLC | ||
By: | * | |
Scott Sibella | ||
President and Chief Operating Officer | ||
(Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||
* | President and Chief Operating Officer | |||
Scott Sibella | (Principal Executive Officer) | |||
/s/ Daniel J. D’Arrigo | Executive Vice President of Finance | |||
Daniel J. D’Arrigo | (Principal Financial Officer and Principal Accounting Officer) | |||
* | Manager | |||
Corey Sanders | ||||
* | Manager | |||
James J. Murren |
*By: | /s/ Andrew Hagopian III | |
Andrew Hagopian III | ||
Attorney-in-fact |
II-35
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Hospitality, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MGM HOSPITALITY, LLC | ||
By: | * | |
William J. Hornbuckle | ||
President | ||
(Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||
* | President | |||
William J. Hornbuckle | (Principal Executive Officer) | |||
* | Senior Vice President and Chief Accounting | |||
Michele Ensign | Officer (Principal Financial Officer and Principal Accounting Officer) | |||
* | Manager | |||
Corey Sanders | ||||
* | Manager | |||
James J. Murren |
*By: | /s/ Andrew Hagopian III | |
Andrew Hagopian III | ||
Attorney-in-fact |
II-36
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Resorts Management and Technical Services, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MGM RESORTS MANAGEMENT AND TECHNICAL SERVICES, LLC | ||
By: | * | |
William J. Hornbuckle | ||
President and Chief Operating Officer | ||
(Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||
* | President and Chief Operating Officer | |||
William J. Hornbuckle | (Principal Executive Officer) | |||
* | Executive Vice President of Finance | |||
Daniel J. D’Arrigo | (Principal Financial Officer and Principal Accounting Officer) | |||
* | Manager | |||
Corey Sanders | ||||
* | Manager | |||
James J. Murren |
*By: | /s/ Andrew Hagopian III | |
Andrew Hagopian III | ||
Attorney-in-fact |
II-37
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM International, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MGM INTERNATIONAL, LLC | ||
By: | * | |
Daniel J. D’Arrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||
* | President and Chief Operating Officer | |||
Albert Faccinto, Jr. | (Principal Executive Officer) | |||
* | Executive Vice President of Finance | |||
Daniel J. D’Arrigo | (Principal Financial Officer and Principal Accounting Officer) | |||
* | Manager | |||
Corey Sanders | ||||
* | Manager | |||
James J. Murren |
*By: | /s/ Andrew Hagopian III | |
Andrew Hagopian III | ||
Attorney-in-fact |
II-38
Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
NEW YORK-NEW YORK HOTEL & CASINO, LLC | ||
NEW YORK-NEW YORK TOWER, LLC | ||
By: | * | |
Courtney Wenleder | ||
Vice President and Chief Financial Officer | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||
* | President and Chief Operating Officer | |||
Cynthia Kiser Murphey | (Principal Executive Officer) | |||
* | Vice President and Chief Financial Officer | |||
Courtney Wenleder | (Principal Financial Officer and Principal Accounting Officer) | |||
* | Manager | |||
Corey Sanders | ||||
* | Manager | |||
James J. Murren |
*By: | /s/ Andrew Hagopian III | |
Andrew Hagopian III | ||
Attorney-in-fact |
II-39
Pursuant to the requirements of the Securities Act of 1933, as amended, OE Pub, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
OE PUB, LLC | ||
By: | * | |
Daniel J. D’Arrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | President, Chief Operating Officer and Manager | |||||
Corey Sanders | (Principal Executive Officer) | |||||
* | Executive Vice President of Finance | |||||
Daniel J. D’Arrigo | (Principal Financial Officer and Principal Accounting Officer) | |||||
* | Manager | |||||
James J. Murren | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-40
Pursuant to the requirements of the Securities Act of 1933, as amended, The Crystals at CityCenter Management, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
THE CRYSTALS AT CITYCENTER MANAGEMENT, LLC | ||
By: | * | |
Robert H. Baldwin | ||
President and Chief Executive Officer | ||
(Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | President and Chief Executive Officer | |||||
Robert H. Baldwin | (Principal Executive Officer) | |||||
* | Executive Vice President and | |||||
Chris Nordling | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |||||
* | Manager | |||||
Corey Sanders | ||||||
* | Manager | |||||
James J. Murren | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-41
Pursuant to the requirements of the Securities Act of 1933, as amended, Mirage Resorts, Incorporated certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MIRAGE RESORTS, INCORPORATED | ||
By: | * | |
Daniel J. D’Arrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | President and Director | |||||
James J. Murren | (Principal Executive Officer) | |||||
* | Executive Vice President of Finance | |||||
Daniel J. D’Arrigo | (Principal Financial Officer and Principal Accounting Officer) | |||||
* | Director | |||||
John M. McManus | ||||||
/s/ Corey Sanders | Director | |||||
Corey Sanders | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-42
Pursuant to the requirements of the Securities Act of 1933, as amended, MAC, Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MAC, CORP. | ||
By: | * | |
Daniel J. D’Arrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | President, Chief Operating Officer | |||||
William J. Hornbuckle | and Director (Principal Executive Officer) | |||||
* | Executive Vice President of | |||||
Daniel J. D’Arrigo | Finance (Principal Financial Officer and Principal Accounting Officer) | |||||
* | Director | |||||
James J. Murren | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-43
Pursuant to the requirements of the Securities Act of 1933, as amended, Victoria Partners certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
VICTORIA PARTNERS | ||
By: | MGM Resorts International | |
Its: | Managing Partner | |
By: | * | |
Daniel J. D’Arrigo | ||
Executive Vice President and | ||
Chief Financial Officer of | ||
MGM Resorts International | ||
(Principal Financial Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* James J. Murren | Chairman of the Board and Chief Executive Officer of MGM Resorts International | |||||
(Principal Executive Officer) | ||||||
* | Chief Customer Development | |||||
Robert H. Baldwin | Officer and Director of MGM Resorts International | |||||
* | Executive Vice President and Chief Financial Officer of MGM Resorts International | |||||
Daniel J. D’Arrigo | (Principal Financial Officer) | |||||
* | Executive Vice President and Chief Accounting Officer of MGM Resorts | |||||
Robert C. Selwood | International (Principal Accounting Officer) | |||||
* | Director of MGM Resorts International | |||||
William A. Bible | ||||||
* | Director of MGM Resorts International | |||||
Alexis M. Herman | ||||||
* | Director of MGM Resorts International | |||||
Roland Hernandez | ||||||
* | Director of MGM Resorts International | |||||
William Grounds |
II-44
* | Director of MGM Resorts International | |||||
Anthony Mandekic | ||||||
* | Director of MGM Resorts International | |||||
Rose McKinney-James | ||||||
* | Director of MGM Resorts International | |||||
Daniel J. Taylor | ||||||
* | Director of MGM Resorts International | |||||
Greg Spierkel | ||||||
* | Director of MGM Resorts International | |||||
Mary Chris Gay | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-45
Pursuant to the requirements of the Securities Act of 1933, as amended, Project CC, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
PROJECT CC, LLC | ||
By: | * | |
Robert H. Baldwin | ||
President and Chief Executive Officer | ||
(Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | President and Chief Executive Officer | |||||
Robert H. Baldwin | (Principal Executive Officer) | |||||
* Chris Nordling | Executive Vice President and Chief Financial Officer (Principal Financial Officer and | |||||
Principal Accounting Officer) | ||||||
* | Manager | |||||
Corey Sanders | ||||||
* | Manager | |||||
James J. Murren | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-46
Pursuant to the requirements of the Securities Act of 1933, as amended, Vdara Condo Hotel, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
VDARA CONDO HOTEL, LLC | ||
By: | * | |
Robert H. Baldwin | ||
President and Chief Executive Officer | ||
(Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | President and Chief Executive Officer | |||||
Robert H. Baldwin | (Principal Executive Officer) | |||||
* Daniel J. D’Arrigo | Executive Vice President of Finance (Principal Financial Officer and Principal | |||||
Accounting Officer) | ||||||
* | Manager | |||||
Corey Sanders | ||||||
* | Manager | |||||
James J. Murren | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-47
Pursuant to the requirements of the Securities Act of 1933, as amended, Gold Strike L.V. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
GOLD STRIKE L.V. | ||
By: | M.S.E Investments, Incorporated | |
Its: | Partner | |
By: | Diamond Gold, Inc. | |
Its: | Partner | |
By: | * | |
Daniel J. D’Arrigo | ||
Executive Vice President of Finance of each General | ||
Partner of Gold Strike L.V. (Principal Financial Officer | ||
and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
President and Director of each General | ||||||
* | Partner of Gold Strike L.V. (Principal | |||||
James J. Murren | Executive Officer) | |||||
Executive Vice President of Finance | ||||||
* | of each General Partner of Gold Strike | |||||
Daniel J. D’Arrigo | L.V. (Principal Financial Officer and | |||||
Principal Accounting Officer) | ||||||
* | Director of each General Partner of | |||||
William J. Hornbuckle | Gold Strike L.V. | |||||
Director of each General Partner of | ||||||
* | Gold Strike L.V. | |||||
Corey Sanders | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-48
Pursuant to the requirements of the Securities Act of 1933, as amended, Vendido, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
VENDIDO, LLC | ||
By: | The Signature Condominiums, LLC | |
Its: | Sole Member | |
By: | * | |
Daniel J. D’Arrigo | ||
Executive Vice President of Finance of The Signature | ||
Condominiums, LLC | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
President of The Signature Condominiums, | ||||||
* | LLC (Principal Executive Officer) | |||||
Scott Sibella | ||||||
Executive Vice President of Finance of The | ||||||
* | Signature Condominiums, LLC (Principal | |||||
Daniel J. D’Arrigo | Financial Officer and Principal Accounting | |||||
Officer) | ||||||
* | Manager of The Signature Condominiums, | |||||
Corey Sanders | LLC | |||||
* | Manager of The Signature Condominiums, | |||||
James J. Murren | LLC | |||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-49
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Resorts Macao, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MGM RESORTS MACAO, LLC | ||
By: | * | |
Daniel J. D’Arrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | President and Manager | |||||
James J. Murren | (Principal Executive Officer) | |||||
* | Executive Vice President of Finance | |||||
Daniel J. D’Arrigo | (Principal Financial Officer and Principal | |||||
Accounting Officer) | ||||||
* | ||||||
Corey Sanders | Manager | |||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-50
Pursuant to the requirements of the Securities Act of 1933, as amended, Park District Holdings, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
PARK DISTRICT HOLDINGS, LLC | ||
By: | * | |
Donald Thrasher | ||
President | ||
(Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | President | |||||
Donald Thrasher | (Principal Executive Officer) | |||||
* | Executive Vice President of Finance | |||||
Daniel J. D’Arrigo | (Principal Financial Officer and | |||||
Principal Accounting Officer) | ||||||
* | ||||||
Corey Sanders | Manager | |||||
* | ||||||
James J. Murren | Manager | |||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-51
Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MGM RESORTS FESTIVAL GROUNDS, LLC | ||
MGM RESORTS FESTIVAL GROUNDS II, LLC | ||
By: | * | |
William J. Hornbuckle | ||
President and Chief Operating Officer | ||
(Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | President and Chief Operating Officer | |||||
William J. Hornbuckle | (Principal Executive Officer) | |||||
* | Executive Vice President of Finance | |||||
Daniel J. D’Arrigo | (Principal Financial Officer and Principal | |||||
Accounting Officer) | ||||||
* | Manager | |||||
Corey Sanders | ||||||
* | Manager | |||||
James J. Murren | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-52
Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MGM RESORTS ARENA HOLDINGS, LLC | ||
ARENA LAND HOLDINGS, LLC | ||
LAS VEGAS ARENA MANGEMENT, LLC | ||
By: | * | |
William J. Hornbuckle | ||
President | ||
(Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | President | |||||
William J. Hornbuckle | (Principal Executive Officer) | |||||
* | Executive Vice President of Finance of | |||||
Daniel J. D’Arrigo | Arena Land Holdings, LLC | |||||
(Principal Financial Officer and | ||||||
Principal Accounting Officer) | ||||||
Senior Vice President and Chief Accounting Officer of | ||||||
/s/ Michele Ensign | MGM Resorts Arena Holdings, LLC and | |||||
Michele Ensign | Las Vegas Arena Management, LLC | |||||
(Principal Financial Officer and | ||||||
Principal Accounting Officer) | ||||||
* | Manager | |||||
Corey Sanders | ||||||
* | Manager | |||||
James J. Murren | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-53
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Resorts Regional Operations, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MGM RESORTS REGIONAL OPERATIONS, LLC | ||
By: | * | |
Anton Nikodemus | ||
President and Chief Operating Officer | ||
(Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | President and Chief Operating Officer | |||||
Anton Nikodemus | (Principal Executive Officer) | |||||
* | Senior Vice President and Chief Financial Officer | |||||
Jorge Perez | (Principal Financial Officer and Principal Accounting Officer) | |||||
* | Manager | |||||
William J. Hornbuckle | ||||||
* | Manager | |||||
Corey Sanders | ||||||
* | Manager | |||||
James J. Murren | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-54
Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MGM RESORTS SUB 1, LLC | ||
MGM RESORTS SUB 2, LLC | ||
MGM RESORTS SUB 3, LLC | ||
GRAND GARDEN ARENA MANAGEMENT, LLC | ||
MGM RESORTS VENUE MANAGEMENT, LLC | ||
By: | * | |
William J. Hornbuckle | ||
President | ||
(Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | President | |||||
William J. Hornbuckle | (Principal Executive Officer) | |||||
* | Executive Vice President of Finance | |||||
Daniel J. D’Arrigo | (Principal Financial Officer and Principal | |||||
Accounting Officer) | ||||||
* | Manager | |||||
James J. Murren | ||||||
* | Manager | |||||
Corey Sanders | ||||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-55
Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
THE SIGNATURE CONDOMINIUMS, LLC | ||
SIGNATURE TOWER I, LLC | ||
SIGNATURE TOWER 2, LLC | ||
SIGNATURE TOWER 3, LLC | ||
TOWER B, LLC | ||
TOWER C, LLC | ||
By: | * | |
Daniel J. D’Arrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||||
* | President (Principal Executive Officer) | |||||
Scott Sibella | ||||||
* Daniel J. D’Arrigo | Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) | |||||
* | ||||||
Corey Sanders | Manager | |||||
* | ||||||
James J. Murren | Manager | |||||
*By: | /s/ Andrew Hagopian III | |||||
Andrew Hagopian III | ||||||
Attorney-in-fact |
II-56
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM CC, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MGM CC, LLC | ||
By: | /s/ Corey Sanders | |
Corey Sanders | ||
President and Chief Operating Officer | ||
(Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||
/s/ Corey Sanders Corey Sanders | President and Chief Operating Officer and Manager (Principal Executive Officer) | |||
/s/ Daniel J. D’Arrigo Daniel J. D’Arrigo | Executive Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) | |||
II-57
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Elgin Sub, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MGM ELGIN SUB, INC. | ||
By: | /s/ Anton Nikodemus | |
Anton Nikodemus | ||
President and Treasurer | ||
(Principal Executive Officer, Principal Financial | ||
Officer and Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||
/s/ Anton Nikodemus Anton Nikodemus | President and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | |||
/s/ Corey Sanders | Director | |||
Corey Sanders |
II-58
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Lessee, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MGM LESSEE, LLC | ||
By: | /s/ William J. Hornbuckle | |
William J. Hornbuckle | ||
President | ||
(Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||
/s/ William J. Hornbuckle William J. Hornbuckle | President (Principal Executive Officer)
| |||
/s/ Daniel J. D’Arrigo | Executive Vice President of Finance | |||
Daniel J. D’Arrigo | (Principal Financial Officer and Principal Accounting Officer) | |||
/s/ Corey Sanders | Manager | |||
Corey Sanders | ||||
/s/ James J. Murren | Manager | |||
James J. Murren |
II-59
Pursuant to the requirements of the Securities Act of 1933, as amended, Marina District Development Holding Co., LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MARINA DISTRICT DEVELOPMENT HOLDING CO., LLC | ||
By: | MAC, Corp. | |
Its: | Managing Member | |
By: | /s/ Daniel J. D’Arrigo | |
Daniel J. D’Arrigo | ||
Executive Vice President of Finance of MAC, Corp. | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||
/s/ William J. Hornbuckle William J. Hornbuckle |
President and Chief Operating Officer and Director of MAC, Corp. (Principal Executive Officer) | |||
/s/ Daniel J. D’Arrigo Daniel J. D’Arrigo |
Executive Vice President of Finance of MAC, Corp. (Principal Financial Officer and Principal Accounting Officer) | |||
/s/ James J. Murren | Director of MAC, Corp. | |||
James J. Murren |
II-60
Pursuant to the requirements of the Securities Act of 1933, as amended, Marina District Development Company, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MARINA DISTRICT DEVELOPMENT COMPANY, LLC | ||
By: | /s/ Thomas J. Ballance | |
Thomas J. Ballance | ||
President and Chief Operating Officer | ||
(Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||
/s/ Thomas J. Ballance | President and Chief Operating Officer | |||
Thomas J. Ballance | (Principal Executive Officer) | |||
/s/ Hugh Turner Hugh Turner | Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) | |||
/s/ James J. Murren | Director of MAC, Corp., as Managing Member of Marina District Development Holding Co., LLC, | |||
James J. Murren | as Sole Member of Marina District Development Company, LLC | |||
/s/ William J. Hornbuckle | Director of MAC, Corp., as Managing Member of Marina District Development Holding Co., LLC, | |||
William J. Hornbuckle | as Sole Member of Marina District Development Company, LLC |
II-61
Pursuant to the requirements of the Securities Act of 1933, as amended, Mandalay Place, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
MANDALAY PLACE, LLC | ||
By: | /s/ Daniel J. D’Arrigo | |
Daniel J. D’Arrigo | ||
Executive Vice President of Finance | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||
/s/ James J. Murren | President and Manager | |||
James J. Murren | (Principal Executive Officer) | |||
/s/ Daniel J. D’Arrigo | Executive Vice President of Finance | |||
Daniel J. D’Arrigo | (Principal Financial Officer and Principal Accounting Officer) | |||
/s/ Corey Sanders | Manager | |||
Corey Sanders |
II-62
Pursuant to the requirements of the Securities Act of 1933, as amended, Beau Rivage Resorts, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
BEAU RIVAGE RESORTS, LLC | ||
By: | /s/ Anton Nikodemus | |
Anton Nikodemus | ||
President | ||
(Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||
/s/ Anton Nikodemus | President | |||
Anton Nikodemus | (Principal Executive Officer) | |||
/s/ Paul Heard Paul Heard | Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |||
/s/ Corey Sanders | Manager | |||
Corey Sanders |
II-63
Pursuant to the requirements of the Securities Act of 1933, as amended, The Mirage Casino-Hotel, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on August 15, 2016.
THE MIRAGE CASINO-HOTEL, LLC | ||
By: | /s/ Trevor Scherrer | |
Trevor Scherrer | ||
President and Chief Operating Officer | ||
(Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on August 15, 2016 by the following persons in the capacities indicated.
SIGNATURE | TITLE | |||
/s/ Trevor Scherrer | President and Chief Operating Officer | |||
Trevor Scherrer | (Principal Executive Officer) | |||
/s/ Janice Fitzpatrick | Senior Vice President- Chief Financial Officer | |||
Janice Fitzpatrick | (Principal Financial Officer and Principal Accounting Officer) | |||
/s/ Corey Sanders | Manager | |||
Corey Sanders |
II-64